DBHDS Department of Behavioral Health and Developmental Services

Transcription

1 ISSUE DATE: March 3, 2016 ISSUING AGENCY and ADDRESS: Department of Behavioral Health and Developmental Services P.O Box 1797 Richmond, VA TITLE: Safety and Security Assessment of Department of Behavioral Health and Development Services (DBHDS) hospitals and training centers DBHDS Department of Behavioral Health and Developmental Services MANDATORY PRE-PROPOSAL CONFERENCE DATE &TIME: March 10, 11:00am local time 1220 Bank Street, Richmond VA 23219, 6 th Floor, Conference Room SEALED PROPOSAL DUE DATE &TIME: March 16, 11:00 AM local time 720C MRB (Security Assessment) REQUEST FOR PROPOSAL #: 720C MRB PLACE OF PERFORMANCE: Statewide PERIOD OF PERFORMANCE: One year from date of award CONTRACTING OFFICER/CONTACT: Mary R. Brown mary.brown@dbhds.virginia.gov or IF SEALED PROPOSALS ARE MAILED, SEND TO P.O Box 1797 Richmond, VA ; IF SEALED PROPOSALS ARE HAND DELIVERED, DELIVER TO: Jefferson Building, 8 th Floor, Office of Administrative Services, 1220 Bank Street, Richmond, VA *Please note Due Date/Time Above Late Proposal WILL NOT be accepted under any circumstances* In compliance with this Request For Proposals (RFP) and all conditions imposed in this RFP, the undersigned firm hereby offers and agrees to furnish all goods and services in accordance with the attached signed sealed proposal or as mutually agreed upon by subsequent negotiation, and the undersigned firm hereby certifies that all information provided below and in any schedule attached hereto is true, correct, and complete. NAME AND ADDRESS OF FIRM: Date: By (Signature In Ink): Zip Code Name Typed: Address: Title: Telephone: ( ) Fax Number: ( ) Toll free, if available Toll free, if available DUNS NO.: FEI/FIN NO.: REGISTERED WITH eva: ( ) YES ( ) NO SMALL BUSINESS: ( ) YES ( ) NO VIRGINIA SBSD CERTIFIED: ( ) YES ( ) NO MINORITY-OWNED: ( ) YES ( ) NO SBSD CERTIFICATION #: WOMEN-OWNED: ( ) YES ( ) NO Note: This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, or against a bidder or Offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment.

2 FORM 1 Solicitation Questions (Offerors to reproduce as needed) Questions will be accepted through March 14, :00 pm Local Prevailing Time TO: Procurement Operations, Office of Administrative Services Virginia Dept. of Behavioral Health and Developmental Services Richmond, Virginia To: mary.brown@dbhds.virginia.gov Please record your question(s) regarding the above referenced solicitation: Your Company: Your Name: Your Voice Phone: Fax Phone: Page 2 of 33

3 Table of Contents 1. PREFACE 4 2. PURPOSE BACKGROUND STATEMENT OF NEED SEALED PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS 6 6. EVALUATION and AWARD CRITERIA MANDATORY PRE-PROPOSAL CONFERENCE 8 8. GENERAL TERMS AND CONDITIONS SPECIAL TERMS AND CONDITIONS METHOD OF PAYMENT.. 20 ATTACHMENTS Attachment 1 - Small Business Subcontracting Plan 21 Attachment 2 - Contractor Data Sheet 23 Attachment 3 - State Corporation Commission Form 24 Attachment 4 - Exceptions to RFP 25 Attachment 5 - Proprietary/Confidential Information Identification 26 Attachment 6 - List of State Facilities with Timeline for Security Assessment Completion 27 Attachment 7 - Business Associate Agreement 28 (the above attachments (1-6) must be returned with your signed proposal and any required addenda) Page 3 of 33

4 1. PREFACE This Request for Proposal (RFP) is issued in accordance with the General Terms and Conditions, any Special Terms and Conditions and by the laws of the Commonwealth of Virginia. No payments shall be made to the Offeror for the development and submission of a sealed proposal in response to this RFP. The Department of Behavioral Health and Developmental Services (DBHDS or Department) reserves the right to cancel this solicitation in whole or in part and without explanation at the sole discretion of the Department. 2. PURPOSE The intent and purpose of this Request for Proposals (RFP) is to solicit sealed proposals to establish a term contract through competitive negotiation with a qualified private provider or organization to assess the current state of safety and security services in all DBHDS hospitals and training centers statewide (Commonwealth of Virginia). In accordance with the Virginia Public Procurement Act ( ), pricing shall not be included in the sealed proposals. Final contract pricing will be agreed upon during the negotiation phase with selected Offeror(s). The contract term is one year from date of award. 3. BACKGROUND The Virginia Department of Behavioral Health and Developmental Services (DBHDS) is the executive branch agency charged with providing publicly funded services to persons with or at risk of mental illness, as outlined in Title 37.2 of the Code of Virginia, as well as individuals with intellectual and/or developmental disabilities. The department carries out policies established by the Virginia General Assembly and assures services are available to all citizens of the Commonwealth of Virginia (COV). DBHDS operates 14 facilities: seven (7) behavioral health facilities, three (3) training centers, a psychiatric facility for children and adolescents, a medical center, a psychiatric geriatric hospital and a center for behavioral rehabilitation. State facilities provide highly structured, intensive services for citizens of the Commonwealth of Virginia who have mental illness, intellectual disability or are in need of substance abuse services. In the evolutionary movement towards a single, integrated system of care, increased emphasis has been placed on the establishment of community services and on the more effective and efficient use of state facilities. This emphasis has defined the role of state facilities as one of several resources in an overall continuum of care. State hospitals and training centers are active public places within the COV, and since most facilities want to maintain an open-door policy, they are vulnerable to safety and security risks if left unprotected. The unique challenges of protecting patients, employees, and property while maintaining privacy and continuity of care in an open environment require healthcare facilities to create security programs that fit unique budgets, layouts, and security needs. State facilities have a wide range of security needs based on the size of the campuses and scope of their focus on care delivered to the populations of individuals they serve. The Joint Commission (TJC), who accredits our hospitals, emphasizes staff and patient safety, which is why state facilities must identify safety/security risks and take action to minimize or eliminate these risks. Further, hospitals must implement processes to continuously monitor, report, and investigate security incidents involving patients, staff, and others within the facility. Each hospital must examine its unique environment and develop appropriate policies and approaches to safeguard patients, staff, and visitors. 4. STATEMENT OF NEED DBHDS facilities must provide for the safety of individuals in treatment, hospital staff, and the public, both on a day-to-day basis and in the event of an unusual circumstance, such as violent altercations, major accidents, or bioterrorism attacks. Preparation for and implementation action plans for both day-today and unusual circumstances need to be in place. The Contractor shall be responsible for providing as assessment of the Page 4 of 33

5 current state of safety and security services in all DBHDS state hospitals and training centers. These facilities are: Catawba Hospital, Central State Hospital, Commonwealth Center for Children & Adolescents, Eastern State Hospital, Northern Virginia Mental Health Institute, Piedmont Geriatric Hospital, Southern Virginia Mental Health Institute, Southwestern Virginia Mental Health Institute, Western State Hospital, Central Virginia Training Center, Southeastern Virginia Mental Health Institute, Virginia Center for Behavioral Rehabilitation, and Hiram W. Davis Medical Center (see Attachments 8 for facility locations). This statement of work does not include a review of the interior safety and security practices of the maximum security programs operated by Central State Hospital and Virginia Center for Behavioral Rehabilitation, nor the clinical practices for risk management of individuals receiving treatment services at DBHDS facilities. Mandatory Requirements: Based on state and federal laws, and TJC requirements, the Contractor will: A. Provide an onsite assessment of the current safety and security operations of each facility to include but not be limited to their scope of authority, responsibilities, and duties. The assessment should: 1. Identify chain of command 2. Scope of security s authority 3. Security staffing levels and how they are determined by each facility 4. Assess the appropriateness of current security staffing levels 5. Assess and report on the selection processes of employees and supervisors, including the qualifications of employees and supervisors 6. Identify and inventory all equipment assigned to the safety and security units and where and how the equipment is stored and maintained. B. Review needs of all DBHDS facilities to ensure safety and scope of operations, including but not limited to: 1. An onsite inspection of the buildings and campuses 2. Assessment of the vulnerability and adequacy of the current operations 3. Analysis of and recommendations for the actual security and safety needs of each facility C. Develop guidelines for facility safety and security operations including administrative and security personnel. D. Examine the current hiring and personnel management practices and recommend any needed changes to enhance the safety and security of the facilities, including recommendations for training standards and practices. E. Recommend areas of standardization of protocols and procedures to provide uniformity in physical security services to include recommendations consistent with statutory requirements for unarmed and armed security officers, special conservators of peace, local and state government officers, and private vendors. F. Sign a non-disclosure contract agreeing to maintain complete confidentiality regarding all aspects, policies, procedures and subjects covered in this scope of work and in the written report of findings and recommendations. G. Relative to all other requirements enumerated above, provide a comprehensive written report of findings with specific and reasonable recommendations for improving security in the environment(s) of care and campus for each facility. Page 5 of 33

6 5. SEALED PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS In order to be considered for selection Offerors must submit a complete response to this RFP. One (1) original, Five (5) copies of the original, One (1) complete electronic copy (usb) must be submitted to the DBHDS in PDF format. The Offeror shall make no other distribution of the proposal. One (1) redacted (proprietary and confidential information removed) electronic copy (usb) in PDF format of their Technical and Cost Proposal. 5.1 General Instructions: a. Sealed Proposals shall be signed by an authorized representative of the Offeror. All information requested should be submitted. Failure to submit all information requested may result in the Purchasing Agency requiring prompt submission of missing information and/or giving a lower evaluation of the sealed proposal. Sealed proposals, which are substantially incomplete or lack key information may be considered non-responsive and be rejected by the Purchasing Agency. Mandatory requirements are those required by law or are such that they cannot be waived and are not subject to negotiation. b. Sealed Proposals should be clear and concise, providing straightforward concepts so that the DBHDS evaluators may properly assess your capabilities to perform the services. c. Sealed Proposals should be organized in the order in which the requirements are presented in the RFP. All pages of the sealed proposal should be numbered. Each paragraph in the sealed proposal should reference the paragraph number of the corresponding section of the RFP. It is also helpful to cite the paragraph number, sub letter, and repeat the text requirement as it appears in the RFP. If a response covers more than one page, the paragraph number and sub letter should be repeated at the top of the next page. The sealed proposal should contain a table of contents, which cross-references the RFP requirements. Information that the Offeror desires to present that does not fall within any of the requirements of the RFP should be inserted at an appropriate place or attached at the end of the sealed proposal and designated as additional material. Sealed proposals that are not organized in this manner risk elimination from consideration if the evaluators are unable to locate where the RFP requirements are specifically addressed. d. The sealed proposals should be typed, bound, single-spaced with an 11-point font on 8 ½ x 11 paper with 1 margins, page-numbered, and printed on one side only. It shall be acceptable for Offerors to use a larger font size for section headings or a smaller font size for footers, tables, graphics, exhibits, or similar sections. Larger graphics, exhibits, organization charts, and network diagrams may be printed on larger paper as a foldout if 8 ½ x 11 paper is not practical. Each copy of the Technical Sealed Proposal and all documentation submitted shall be contained in single three-ring binder volumes where practical. Each original of the sealed proposal should be bound in single volumes. Each copy shall be bound separately. e. As used in this RFP, the terms must, shall, should and may identify criticality or requirements. Must and shall identify requirements whose absence will have a major negative impact on the suitability of the proposed solution. Items labeled as should or may are highly desirable, although their absence will not have a large impact and would be useful, but are not necessary. Depending on the overall response to the RFP, some individual must and shall items may not be fully satisfied, but it is the intent to satisfy most, if not all, must and shall requirements. The inability of an Offeror to satisfy a must or shall requirement does not automatically remove that Offeror from consideration; however, it may seriously affect the overall rating of the Offerors sealed proposal. f. Ownership of all data, materials and documentation originated and prepared for the Commonwealth pursuant to the RFP shall belong exclusively to the Commonwealth and be subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or proprietary information submitted by an Offeror shall not be subject to public Page 6 of 33

7 disclosure under the Virginia Freedom of Information Act; however, the Offeror must invoke the protections of F of the Code of Virginia, in writing, either before or at the time the data or other material is submitted. The written notice must specifically identify the data or materials to be protected and state the reasons why protection is necessary. The proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures, or paragraphs that constitute trade secret or proprietary information. The classification of an entire sealed proposal document, line item prices and/or total proposal prices as proprietary or trade secrets is not acceptable and, in the sole discretion of DBHDS, may result in rejection of the sealed proposal. 5.2 Oral Presentations Offerors who submit a sealed proposal in response to this RFP may be required to give an oral presentation of their sealed proposal to the Purchasing Agency. This will provide an opportunity for the Offeror to clarify or elaborate on the sealed proposal but to in no way change the Offeror s original sealed proposal. At the sole discretion of DBHDS, oral presentations may be via a telephone conference call. Oral presentations are an option of the agency and may or may not be conducted. 5.3 Specific Instructions Offerors are required to submit the following items as part of their complete sealed proposal. Missing information may affect overall scoring. a. Return the RFP cover sheet and all addenda acknowledgments, if any, signed and filled out as required. b. Executive Summary: The Offeror shall fully describe how it intends to meet all Technical Proposal requirements listed in this RFP. The DBHDS does not want a re-write of the RFP requirements. Specifically, the Offeror shall describe in detail the Offeror s: Understanding of the project requirements. Overall approach to the project and a summary of the contents of the sealed proposal. c. Qualification and Experience: The Qualification Chapter shall include a detailed narrative addressing the requirements of this project to include the following: 1. The name of the Project Director and the amount of time dedicated to this project, initially as well as ongoing, if awarded; 2. The names, business addresses, and business telephone numbers of all personnel, and their role, to be assigned to the project. 3. The name of the parent organization and major subsidiaries; 4. The organization s major business services; 5. Any specific licenses, certifications, or accreditation held by the Offeror. 6. The Offeror s overall qualifications to carry out a project of this nature and scope; and 7. Any other related experience the Offeror thinks is relevant for consideration by DBHDS. d. Cost Proposal / Pricing Please indicate on an (attachment) your complete requirements relating to compensation. Include complete information on any options offered. Page 7 of 33

8 e. Required Forms Offerors MUST submit the following forms with their proposals. 1) Attachment 1 - Small Business Subcontracting Plan 2) Attachment 2 - Contractor Data Sheet 3) Attachment 3 - State Corporation Commission Form 4) Attachment 4 - Exceptions to RFP 5) Attachment 5 - Proprietary/Confidential Information Identification 6) Attachment 6 List of State Facilities with Timeline for Security Assessment Completion 6. EVALUATION AND AWARD CRITERIA A. Evaluation Criteria: Proposals shall be evaluated by the DBHDS using numerical scoring based on the following criteria: FOR SERVICES POINT VALUE Specific plans or methodology to be used to perform the services 20 Experience and qualifications of personnel assigned to perform the services 50 Price 10 Small Business Subcontracting Plan 20 TOTAL POINTS 100 B. AWARD: Selection shall be made of two or more offerors deemed to be fully qualified and best suited among those submitting sealed proposals on the basis of the evaluation factors included in the Request for Proposals, including price, if so stated in the Request for Proposals. Negotiations shall be conducted with the offerors so selected. Price shall be considered, but need not be the sole determining factor. After negotiations have been conducted with each offeror, the agency shall select the offeror which, in its opinion, has made the best proposal, and shall award the contract to that offeror. The Commonwealth may cancel this Request for Proposals or reject sealed proposals at any time prior to an award, and is not required to furnish a statement of the reasons why a particular sealed proposal was not deemed to be the most advantageous (Code of Virginia, D). Should the Commonwealth determine in writing and in its sole discretion that only one offeror is fully qualified, or that one offeror is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that offeror. The award document will be a contract incorporating by reference all the requirements, terms and conditions of the solicitation and the contractor s proposal as negotiated. 7. MANDATORY PRE-PROPOSAL CONFERENCE: A mandatory pre-proposal conference will be held March 10, 2016 at 11:00 AM local time at the DBHDS Central Office, 1220 Bank Street, 6th Conference Room, Richmond, VA The purpose of this conference is to allow potential offerors an opportunity to present questions and obtain clarification relative to any facet of this solicitation. Attendance at this conference will be a prerequisite to submitting a sealed proposal. Offerors who intend to submit a sealed proposal are required to attend. Bring a copy of the solicitation with you. Any changes resulting from this conference will be issued in a written addendum to the solicitation. Page 8 of 33

9 8. GENERAL TERMS AND CONDITIONS 720C MRB (Security Assessment) A. VENDORS MANUAL: This solicitation is subject to the provisions of the Commonwealth of Virginia Vendors Manual and any changes or revisions thereto, which are hereby incorporated into this contract in their entirety. The procedure for filing contractual claims is in section 7.19 of the Vendors Manual. A copy of the manual is normally available for review at the purchasing office and is accessible on the Internet at under Vendors Manual on the vendors tab. B. APPLICABLE LAWS AND COURTS: This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia and any litigation with respect thereto shall be brought in the courts of the Commonwealth. The agency and the contractor are encouraged to resolve any issues in controversy arising from the award of the contract or any contractual dispute using Alternative Dispute Resolution (ADR) procedures (Code of Virginia, ). ADR procedures are described in Chapter 9 of the Vendors Manual. The contractor shall comply with all applicable federal, state and local laws, rules and regulations. C. ANTI-DISCRIMINATION: By submitting their sealed proposals, Offerors certify to the Commonwealth that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the Americans With Disabilities Act and of the Virginia Public Procurement Act (VPPA). If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Code of Virginia, E). In every contract over $10,000 the provisions in 1. and 2. below apply: 1. During the performance of this contract, the contractor agrees as follows: a. The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the contractor. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. b. The contractor, in all solicitations or advertisements for employees placed by or on behalf of the contractor, will state that such contractor is an equal opportunity employer. c. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting these requirements. 2. The contractor will include the provisions of 1. above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor. D. ETHICS IN PUBLIC CONTRACTING: By submitting their sealed proposals, Offerors certify that their sealed proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other Offeror, supplier, manufacturer or subcontractor in connection with their sealed proposal, and that they have not conferred on any public employee having official responsibility for this Page 9 of 33

10 procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged. E. IMMIGRATION REFORM AND CONTROL ACT OF 1986: By entering into a written contract with the Commonwealth of Virginia, the Contractor certifies that the Contractor does not, and shall not during the performance of the contract for goods and services in the Commonwealth, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of F. DEBARMENT STATUS: By submitting their proposals, Offerors certify that they are not currently debarred by the Commonwealth of Virginia from submitting bids or proposals on contracts for the type of goods and/or services covered by this solicitation, nor are they an agent of any person or entity that is currently so debarred. G. ANTITRUST: By entering into a contract, the contractor conveys, sells, assigns, and transfers to the Commonwealth of Virginia all rights, title and interest in and to all causes of action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by the Commonwealth of Virginia under said contract. H. MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS FOR RFP: Failure to submit a sealed proposal on the official state form provided for that purpose may be a cause for rejection of the sealed proposal. Modification of or additions to the General Terms and Conditions of the solicitation may be cause for rejection of the sealed proposal; however, the Commonwealth reserves the right to decide, on a case by case basis, in its sole discretion, whether to reject such a sealed proposal. I. CLARIFICATION OF TERMS: If any prospective Offeror has questions about the specifications or other solicitation documents, the prospective Offeror should contact the buyer whose name appears on the face of the solicitation no later than five working days before the due date. Any revisions to the solicitation will be made only by addendum issued by the buyer. J. PAYMENT: 1. To Prime Contractor: a. Invoices for items ordered, delivered and accepted shall be submitted by the contractor directly to the payment address shown on the purchase order/contract. All invoices shall show the state contract number and/or purchase order number; social security number (for individual contractors) or the federal employer identification number (for proprietorships, partnerships, and corporations). b. Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days, however. c. All goods or services provided under this contract or purchase order, that are to be paid for with public funds, shall be billed by the contractor at the contract price, regardless of which public agency is being billed. d. The following shall be deemed to be the date of payment: the date of postmark in all cases where payment is made by mail, or the date of offset when offset proceedings have been instituted as authorized under the Virginia Debt Collection Act. Page 10 of 33

11 e. Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be researched and challenged, and that portion of the invoice held in abeyance until a settlement can be reached. Upon determining that invoiced charges are not reasonable, the Commonwealth shall promptly notify the contractor, in writing, as to those charges which it considers unreasonable and the basis for the determination. A contractor may not institute legal action unless a settlement cannot be reached within thirty (30) days of notification. The provisions of this section do not relieve an agency of its prompt payment obligations with respect to those charges which are not in dispute (Code of Virginia, ). 2. To Subcontractors: a. A contractor awarded a contract under this solicitation is hereby obligated: (1) To pay the subcontractor(s) within seven (7) days of the contractor s receipt of payment from the Commonwealth for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or (2) To notify the agency and the subcontractor(s), in writing, of the contractor s intention to withhold payment and the reason. b. The contractor is obligated to pay the subcontractor(s) interest at the rate of one percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the contractor that remain unpaid seven (7) days following receipt of payment from the Commonwealth, except for amounts withheld as stated in (2) above. The date of mailing of any payment by U. S. Mail is deemed to be payment to the addressee. These provisions apply to each sub-tier contractor performing under the primary contract. A contractor s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the Commonwealth. 3. Each prime contractor who wins an award in which provision of a SWAM procurement plan is a condition to the award, shall deliver to the contracting agency or institution, on or before request for final payment, evidence and certification of compliance (subject only to insubstantial shortfalls and to shortfalls arising from subcontractor default) with the SWAM procurement plan. Final payment under the contract in question may be withheld until such certification is delivered and, if necessary, confirmed by the agency or institution, or other appropriate penalties may be assessed in lieu of withholding such payment. 4. The Commonwealth of Virginia encourages contractors and subcontractors to accept electronic and credit card payments. K. PRECEDENCE OF TERMS: The following General Terms and Conditions VENDORS MANUAL, APPLICABLE LAWS AND COURTS, ANTI-DISCRIMINATION, ETHICS IN PUBLIC CONTRACTING, IMMIGRATION REFORM AND CONTROL ACT OF 1986, DEBARMENT STATUS, ANTITRUST, MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS, CLARIFICATION OF TERMS, PAYMENT shall apply in all instances. In the event there is a conflict between any of the other General Terms and Conditions and any Special Terms and Conditions in this solicitation, the Special Terms and Conditions shall apply. L. QUALIFICATIONS OF OFFERORS: The Commonwealth may make such reasonable investigations as deemed proper and necessary to determine the ability of the Offeror to perform the services/furnish the goods and Page 11 of 33

12 the Offeror shall furnish to the Commonwealth all such information and data for this purpose as may be requested. The Commonwealth reserves the right to inspect Offeror s physical facilities prior to award to satisfy questions regarding the Offeror s capabilities. The Commonwealth further reserves the right to reject any proposal if the evidence submitted by, or investigations of, such Offeror fails to satisfy the Commonwealth that such Offeror is properly qualified to carry out the obligations of the contract and to provide the services and/or furnish the goods contemplated therein. M. TESTING AND INSPECTION: The Commonwealth reserves the right to conduct any test/inspection it may deem advisable to assure goods and services conform to the specifications. N. ASSIGNMENT OF CONTRACT: A contract shall not be assignable by the contractor in whole or in part without the written consent of the Commonwealth. O. CHANGES TO THE CONTRACT: Changes can be made to the contract in any of the following ways: 1. The parties may agree in writing to modify the terms, conditions, or scope of the contract. Any additional goods or services to be provided shall be of a sort that is ancillary to the contract goods or services, or within the same broad product or service categories as were included in the contract award. Any increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract. 2. The Purchasing Agency may order changes within the general scope of the contract at any time by written notice to the contractor. Changes within the scope of the contract include, but are not limited to, things such as services to be performed, the method of packing or shipment, and the place of delivery or installation. The contractor shall comply with the notice upon receipt, unless the contractor intends to claim an adjustment to compensation, schedule, or other contractual impact that would be caused by complying with such notice, in which case the contractor shall, in writing, promptly notify the Purchasing Agency of the adjustment to be sought, and before proceeding to comply with the notice, shall await the Purchasing Agency's written decision affirming, modifying, or revoking the prior written notice. If the Purchasing Agency decides to issue a notice that requires an adjustment to compensation, the contractor shall be compensated for any additional costs incurred as the result of such order and shall give the Purchasing Agency a credit for any savings. Said compensation shall be determined by one of the following methods: a. By mutual agreement between the parties in writing; or b. By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the contractor accounts for the number of units of work performed, subject to the Purchasing Agency s right to audit the contractor s records and/or to determine the correct number of units independently; or c. By ordering the contractor to proceed with the work and keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided by the contract. The same markup shall be used for determining a decrease in price as the result of savings realized. The contractor shall present the Purchasing Agency with all vouchers and records of expenses incurred and savings realized. The Purchasing Agency shall have the right to audit the records of the contractor as it deems necessary to determine costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to the Purchasing Agency within thirty (30) days from the date of receipt of the written order from the Purchasing Agency. If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this contract or, if there is none, in accordance with the Page 12 of 33

13 disputes provisions of the Commonwealth of Virginia Vendors Manual. Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this contract shall excuse the contractor from promptly complying with the changes ordered by the Purchasing Agency or with the performance of the contract generally. P. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the Commonwealth, after due oral or written notice, may procure them from other sources and hold the contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which the Commonwealth may have. Q. INSURANCE: By signing and submitting a bid or proposal under this solicitation, the bidder or Offeror certifies that if awarded the contract, it will have the following insurance coverage at the time the contract is awarded. For construction contracts, if any subcontractors are involved, the subcontractor will have workers compensation insurance in accordance with and et seq. of the Code of Virginia. The bidder or Offeror further certifies that the contractor and any subcontractors will maintain these insurance coverage during the entire term of the contract and that all insurance coverage will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission. MINIMUM INSURANCE COVERAGES AND LIMITS REQUIRED FOR MOST CONTRACTS: 1. Workers Compensation - Statutory requirements and benefits. Coverage is compulsory for employers of three or more employees, to include the employer. Contractors who fail to notify the Commonwealth of increases in the number of employees that change their workers compensation requirements under the Code of Virginia during the course of the contract shall be in noncompliance with the contract. 2. Employer s Liability - $100, Commercial General Liability - $1,000,000 per occurrence and $2,000,000 in the aggregate. Commercial General Liability is to include bodily injury and property damage, personal injury and advertising injury, products and completed operations coverage. The Commonwealth of Virginia must be named as an additional insured and so endorsed on the policy. 4. Automobile Liability - $1,000,000 combined single limit. (Required only if a motor vehicle not owned by the Commonwealth is to be used in the contract. Contractor must assure that the required coverage is maintained by the Contractor (or third party owner of such motor vehicle.) Profession/Service Accounting Architecture Asbestos Design, Inspection or Abatement Contractors Health Care Practitioner (to include Dentists, Licensed Dental Hygienists, Optometrists, Registered or Licensed Practical Nurses, Pharmacists, Physicians, Podiatrists, Chiropractors, Physical Therapists, Physical Therapist Assistants, Clinical Psychologists, Clinical Social Workers, Professional Counselors, Hospitals, or Health Maintenance Organizations.) (Limits increase each July 1 through fiscal year 2031 per Code of Virginia ) Insurance/Risk Management Landscape/Architecture Legal Professional Engineer Surveying Limits $1,000,000 per occurrence, $3,000,000 aggregate $2,000,000 per occurrence, $6,000,000 aggregate $1,000,000 per occurrence, $3,000,000 aggregate $2,150,000 per occurrence, $4,250,000 aggregate $1,000,000 per occurrence, $3,000,000 aggregate $1,000,000 per occurrence, $1,000,000 aggregate $1,000,000 per occurrence, $5,000,000 aggregate $2,000,000 per occurrence, $6,000,000 aggregate $1,000,000 per occurrence, $1,000,000 aggregate Page 13 of 33

14 R. ANNOUNCEMENT OF AWARD: Upon the award or the announcement of the decision to award a contract as a result of this solicitation, the purchasing agency will publicly post such notice on the DGS/DPS eva VBO ( for a minimum of 10 days. S. DRUG-FREE WORKPLACE: During the performance of this contract, the contractor agrees to (i) provide a drug-free workplace for the contractor's employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the contractor that the contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor. For the purposes of this section, drug-free workplace means a site for the performance of work done in connection with a specific contract awarded to a contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract. T. NONDISCRIMINATION OF CONTRACTORS: A Offeror, or contractor shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, national origin, age, disability, faithbased organizational status, any other basis prohibited by state law relating to discrimination in employment or because the Offeror employs ex-offenders unless the state agency, department or institution has made a written determination that employing ex-offenders on the specific contract is not in its best interest. If the award of this contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, the public body shall offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative provider. U. eva BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION, CONTRACTS, AND ORDERS: The eva Internet electronic procurement solution, web site portal streamlines and automates government purchasing activities in the Commonwealth. The eva portal is the gateway for vendors to conduct business with state agencies and public bodies. All vendors desiring to provide goods and/or services to the Commonwealth shall participate in the eva Internet e-procurement solution by completing the free eva Vendor Registration. All bidders or offerors must register in eva and pay the Vendor Transaction Fees specified below; failure to register will result in the proposal being rejected. Vendor transaction fees are determined by the date the original purchase order is issued and the current fees are as follows: a. For orders issued July 1, 2014, and after, the Vendor Transaction Fee is: (i) DSBSD-certified Small Businesses: 1%, capped at $500 per order. (ii) Businesses that are not DSBSD-certified Small Businesses: 1%, capped at $1,500 per order. b. Refer to Special Term and Condition eva Orders and Contracts to identify the number of purchase orders that will be issued as a result of this solicitation/contract with the eva transaction fee specified above assessed for each order. For orders issued prior to July 1, 2014, the vendor transaction fees can be found at Page 14 of 33

15 The specified vendor transaction fee will be invoiced, by the Commonwealth of Virginia Department of General Services, typically within 60 days of the order issue date. Any adjustments (increases/decreases) will be handled through purchase order changes. V. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that the agency shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement. W. SET-ASIDES. This solicitation is set-aside for DMBE-certified small business participation only when designated SET-ASIDE FOR SMALL BUSINESSES in the solicitation. DMBE-certified small businesses are those businesses that hold current small business certification from the Virginia Department of Minority Business Enterprise. This shall not exclude DMBE-certified women-owned and minority-owned businesses when they have received the DMBE small business certification. For purposes of award, Offerors shall be deemed small businesses if and only if they are certified as such by DMBE on the due date for receipt of bids/proposals. X. BID PRICE CURRENCY: Unless stated otherwise in the solicitation, Offerors shall state bid/offer prices in US dollars. Y. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH: A contractor organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with a public body pursuant to the Virginia Public Procurement Act shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract. A public body may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section. 9. SPECIAL TERMS AND CONDITIONS: A. AUDIT: The contractor shall retain all books, records, and other documents relative to this contract for five (5) years after final payment, or until audited by the Commonwealth of Virginia, whichever is sooner. The agency, its authorized agents, and/or state auditors shall have full access to and the right to examine any of said materials during said period. B. AWARD: Selection shall be made of two or more offerors deemed to be fully qualified and best suited among those submitting proposals on the basis of the evaluation factors included in the Request for Proposals, including price, if so stated in the Request for Proposals. Negotiations shall be conducted with the offerors so selected. Price shall be considered, but need not be the sole determining factor. After negotiations have been conducted with each offeror, the agency shall select the offeror which, in its opinion, has made the best proposal, and shall award the contract to that offeror. The Commonwealth may cancel this Request for Proposals or reject proposals at any time prior to an award, and is not required to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous (Code of Virginia, D). Should the Commonwealth determine in writing and in it sole discretion that only one offeror is fully qualified, or that one offeror is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that offeror. The award document will be a contract incorporating by reference all the requirements, terms and conditions of the solicitation and the contractor s proposal as negotiated. Page 15 of 33

16 C. CANCELLATION OF CONTRACT: The purchasing agency reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, upon 60 days written notice to the contractor. In the event the initial contract period is for more than 12 months, the resulting contract may be terminated by either party, without penalty, after the initial 12 months of the contract period upon 60 days written notice to the other party. Any contract cancellation notice shall not relieve the contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation. D. eva ORDERS AND CONTRACTS: The solicitation/contract will result in (multiple) purchase order(s) with the applicable eva transaction fee assessed for each order. Vendors desiring to provide goods and/or services to the Commonwealth shall participate in the eva Internet e-procurement solution and agree to comply with the following: If this solicitation is for a term contract, failure to provide an electronic catalog (price list) or index page catalog for items awarded will be just cause for the Commonwealth to reject your bid/offer or terminate this contract for default. The format of this electronic catalog shall conform to the eva Catalog Interchange Format (CIF) Specification that can be accessed and downloaded from Contractors should Catalog or Index Page information to eva-catalog-manager@dgs.virginia.gov. E. RENEWAL OF CONTRACT: This contract is for 1 year with no renewals. F. IDENTIFICATION OF SEALED BID/PROPOSAL ENVELOPE: If a special envelope is not furnished, or if return in the special envelope is not possible, the signed bid/proposal should be returned in a separate envelope or package, sealed and identified as follows: From: Name of Offeror Due Date Time Street or Box Number City, State, Zip Code RFP No. RFP Title DSBSD-certified Micro Business or Small Business No. Name of Contract/Purchase Officer or Buyer G. SMALL BUSINESS SUBCONTRACTING AND EVIDENCE OF COMPLIANCE: A. 1. It is the goal of the Commonwealth that 42% of its purchases be made from small businesses. This includes discretionary spending in prime contracts and subcontracts. All potential Offerors are required to submit a Small Business Subcontracting Plan. Unless the Offeror is registered as a DMBE-certified small business and where it is practicable for any portion of the awarded contract to be subcontracted to other suppliers, the contractor is encouraged to offer such subcontracting opportunities to DMBEcertified small businesses. This shall not exclude DMBE-certified women-owned and minority-owned businesses when they have received DMBE small business certification. No Offeror or subcontractor shall be considered a Small Business, a Women-Owned Business or a Minority-Owned Business unless certified as such by the Department of Minority Business Enterprise (DMBE) by the due date for receipt of bids or proposals. If small business subcontractors are used, the prime contractor agrees to report the use of small business subcontractors by providing the purchasing office at a minimum the following information: name of small business with the DMBE certification number, phone number, total dollar amount subcontracted, category type (small, women-owned, or minority-owned), and type of product/service provided. Page 16 of 33

17 2. Each prime contractor who wins an award in which provision of a small business subcontracting plan is a condition of the award, shall deliver to the contracting agency or institution on a quarterly basis, evidence of compliance (subject only to insubstantial shortfalls and to shortfalls arising from subcontractor default) with the small business subcontracting plan. When such business has been subcontracted to these firms and upon completion of the contract, the contractor agrees to furnish the purchasing office at a minimum the following information: name of firm with the DMBE certification number, phone number, total dollar amount subcontracted, category type (small, women-owned, or minority-owned), and type of product or service provided. Payment(s) may be withheld until compliance with the plan is received and confirmed by the agency or institution. The agency or institution reserves the right to pursue other appropriate remedies to include, but not be limited to, termination for default. 3. Each prime contractor who wins an award valued over $200,000 shall deliver to the contracting agency or institution on a quarterly basis, information on use of subcontractors that are not DMBEcertified small businesses. When such business has been subcontracted to these firms and upon completion of the contract, the contractor agrees to furnish the purchasing office at a minimum the following information: name of firm, phone number, total dollar amount subcontracted, and type of product or service provided. H. PRIME CONTRACTOR RESPONSIBILITIES: The contractor shall be responsible for completely supervising and directing the work under this contract and all subcontractors that he may utilize, using his best skill and attention. Subcontractors who perform work under this contract shall be responsible to the prime contractor. The contractor agrees that he is as fully responsible for the acts and omissions of his subcontractors and of persons employed by them as he is for the acts and omissions of his own employees. I. SUBCONTRACTS: No portion of the work shall be subcontracted without prior written consent of the purchasing agency. In the event that the contractor desires to subcontract some part of the work specified herein, the contractor shall furnish the purchasing agency the names, qualifications and experience of their proposed subcontractors. The contractor shall, however, remain fully liable and responsible for the work to be done by its subcontractor(s) and shall assure compliance with all requirements of the contract. J. CONFIDENTIALITY OF PERSONALLY IDENTIFIABLE INFORMATION: The contractor assures that information and data obtained as to personal facts and circumstances related to patients or clients will be collected and held confidential, during and following the term of this agreement, and unless disclosure is required pursuant to court order, subpoena or other regulatory authority, will not be divulged without the individual s and the agency s written consent and only in accordance with federal law or the Code of Virginia. Contractors who utilize, access, or store personally identifiable information as part of the performance of a contract are required to safeguard this information and immediately notify the agency of any breach or suspected breach in the security of such information. Contractors shall allow the agency to both participate in the investigation of incidents and exercise control over decisions regarding external reporting. Contractors and their employees working on this project may be required to sign a confidentiality statement. Page 17 of 33

18 K. CONTINUITY OF SERVICES: a) The Contractor recognizes that the services under this contract are vital to the Agency and must be continued without interruption and that, upon contract expiration, a successor, either the Agency or another contractor, may continue them. The Contractor agrees: (i) To exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor; (ii) To make all Agency owned facilities, equipment, and data available to any successor at an appropriate time prior to the expiration of the contract to facilitate transition to successor; and (iii) That the Agency Contracting Officer shall have final authority to resolve disputes related to the transition of the contract from the Contractor to its successor. b) The Contractor shall, upon written notice from the Contract Officer, furnish phase-in/phase-out services for up to ninety (90) days after this contract expires and shall negotiate in good faith a plan with the successor to execute the phase-in/phase-out services. This plan shall be subject to the Contract Officer s approval. c) The Contractor shall be reimbursed for all reasonable, pre-approved phase-in/phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract. All phase-in/phase-out work fees must be approved by the Contract Officer in writing prior to commencement of said work. L. STATE CORPORATION COMMISSION IDENTIFICATION NUMBER: Pursuant to Code of Virginia, subsection B, a Offeror organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 is required to include in its sealed bid or proposal the identification number issued to it by the State Corporation Commission (SCC). Any Offeror that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 or as otherwise required by law is required to include in its sealed bid or proposal a statement describing why the Offeror is not required to be so authorized. Indicate the above information on the SCC Form provided. Contractor agrees that the process by which compliance with Titles 13.1 and 50 is checked during the solicitation stage (including without limitation the SCC Form provided) is streamlined and not definitive, and the Commonwealth s use and acceptance of such form, or its acceptance of Contractor s statement describing why the Offeror was not legally required to be authorized to transact business in the Commonwealth, shall not be conclusive of the issue and shall not be relied upon by the Contractor as demonstrating compliance. M. E-VERIFY PROGRAM: EFFECTIVE 12/1/13. Pursuant to Code of Virginia, , any employer with more than an average of 50 employees for the previous 12 months entering into a contract in excess of $50,000 with any agency of the Commonwealth to perform work or provide services pursuant to such contract shall register and participate in the E-Verify program to verify information and work authorization of its newly hired employees performing work pursuant to such public contract. Any such employer who fails to comply with these provisions shall be debarred from contracting with any agency of the Commonwealth for a period up to one year. Such debarment shall cease upon the employer s registration and participation in the E-Verify program. If requested, the employer shall present a copy of their Maintain Company page from E-Verify to prove that they are enrolled in E-Verify. N. COMPLIANCE WITH THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPAA) AND THE REGULATIONS PROMULGATED THEREUNDER: Except as otherwise limited in any contract awarded as a result of this RFP, a contractor may use or disclose protected health information (PHI) to perform functions, activities, or services for, or on behalf of, the DBHDS as specified in any contract document. In performance of any contract awarded as a result of this RFP, Contractor(s) agrees to: Page 18 of 33

19 Not use or further disclose protected health information (PHI) other than as permitted or required by the terms of this contract or as required by law; Use appropriate safeguards to prevent use or disclosure of PHI other than as permitted by this contract; Report to the DBHDS any use or disclosure of PHI not provided for by this Contract of which it becomes aware; Impose the same requirements and restrictions contained in this contract on its subcontractors and agents to whom contractor provides PHI received from, or created or received by a contractor on behalf of the DBHDS; Provide access to PHI contained in a designated record set to the DBHDS, in the time and manner designated by the DBHDS, or at the request of the DBHDS, to an individual in order to meet the requirements of 45 CFR Make available PHI for amendment and incorporate any amendments to PHI in its records at the request of the DBHDS; Document and provide to DBHDS information relating to disclosures of PHI as required for the DBHDS to respond to a request by an individual for an accounting of disclosures of PHI in accordance with 45 CFR ; Make its internal practices, books, and records relating to use and disclosure of PHI received from, or created or received by a contractor on behalf of DBHDS, available to the Secretary of the U.S. Department of Health and Human Services Secretary for the purposes of determining compliance with 45 CFR Parts 160 and 164, subparts A and E; At termination of the contract, if feasible, return or destroy all PHI received from, or created or received by a Contractor on behalf of the DBHDS that the contractor still maintains in any form and retain no copies of such information or, if such return or destruction is not feasible, extend the protections of the contract to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible. Contractor(s) may use or disclose PHI received from the DBHDS, if necessary, to carry out its legal responsibilities and for the proper management and administration of its business. Contractor(s) may disclose PHI for such purposes if the disclosure is required by law, or if contractor obtains reasonable assurances from the person whom to the PHI is disclosed that it will be held confidentially, that it will be used or further disclosed only as required by law of for the purpose for which it was disclosed to the person, and that person will notify the contractor of any instances of which it is aware in which the confidentiality of the information has been breached. O. SECURITY COMPLIANCE Supplier agrees to comply with all provisions of the then-current Commonwealth of Virginia security procedures, published by the Virginia Information Technologies Agency (VITA) and which may be found at ( or a successor URL(s), as are pertinent to Supplier's operation. Supplier further agrees to comply with all provisions of the (name of Agency) then-current security procedures as are pertinent to Supplier s operation and which have been supplied to Supplier by (name of Agency). Supplier shall also comply with all applicable federal, state and local laws and regulations. Security procedures may include but not be limited to: background checks, records verification, photographing, and fingerprinting of Supplier s employees or agents. Supplier may, at Page 19 of 33

20 any time, be required to execute and complete, for each individual Supplier employee or agent, additional forms which may include non-disclosure agreements to be signed by Supplier s employees or agents acknowledging that all (name of Agency) information with which such employees and agents come into contact while at (name of Agency) site is confidential and proprietary. Any unauthorized release of proprietary or Personal information by the Supplier or an employee or agent of Supplier shall constitute a breach of its obligations under this Section and the Contract. Supplier shall immediately notify (name of Agency), if applicable, of any Breach of Unencrypted and Unredacted Personal Information, as those terms are defined in Virginia Code , and other personal identifying information, such as insurance data or date of birth, provided by (name of Agency) to Supplier. Supplier shall provide (name of Agency) the opportunity to participate in the investigation of the Breach and to exercise control over reporting the unauthorized disclosure, to the extent permitted by law. Supplier shall indemnify, defend, and hold the Commonwealth, (name of Agency), their officers, directors, employees and agents harmless from and against any and all fines, penalties (whether criminal or civil), judgments, damages and assessments, including reasonable expenses suffered by, accrued against, or charged to or recoverable from the Commonwealth, (name of Agency), their officers, directors, agents or employees, on account of the failure of Supplier to perform its obligations pursuant this Section. 10. METHOD OF PAYMENT Payment will be made upon submittal of a fully itemized invoice that is in accordance with the final negotiated and agreed upon deliverables and payments schedule. The invoice must reference the DBHDS purchase order number that details quantities and rates of the awarded contract. Payment will be made thirty days after receipt of the proper invoice, or thirty days after receipt of the services, whichever is later, in accordance with the Commonwealth of Virginia Prompt Payment Act. Page 20 of 33

21 Definitions Attachment 1 Small Business Plan SMALL BUSINESS SUBCONTRACTING PLAN Small Business: "Small business " means an independently owned and operated business which, together with affiliates, has 250 or fewer employees, or average annual gross receipts of $10 million or less averaged over the previous three years. Note: This shall not exclude DMBE-certified women- and minority-owned businesses when they have received DMBE small business certification. Women-Owned Business: Women-owned business means a business concern that is at least 51% owned by one or more women who are citizens of the United States or non-citizens who are in full compliance with United States immigration law, or in the case of a corporation, partnership or limited liability company or other entity, at least 51% of the equity ownership interest is owned by one or more women who are citizens of the United States or non-citizens who are in full compliance with United States immigration law, and both the management and daily business operations are controlled by one or more women who are citizens of the United States or noncitizens who are in full compliance with the United States immigration law. Minority-Owned Business: Minority-owned business means a business concern that is at least 51% owned by one or more minority individuals or in the case of a corporation, partnership or limited liability company or other entity, at least 51% of the equity ownership interest in the corporation, partnership, or limited liability company or other entity is owned by one or more minority individuals and both the management and daily business operations are controlled by one or more minority individuals. All small businesses must be certified by the Commonwealth of Virginia, Department of Minority Business Enterprise (DMBE) by the due date of the solicitation to participate in the SWAM program. Certification applications are available through DMBE online at (Customer Service). Offeror Name: Preparer Name: Date: Instructions A. If you are certified by the Department of Minority Business Enterprise (DMBE) as a small business, complete only Section A of this form. This shall not exclude DMBE-certified women-owned and minority-owned businesses when they have received DMBE small business certification. B. If you are not a DMBE-certified small business, complete Section B of this form. For the Offeror to receive credit for the small business subcontracting plan evaluation criteria, the Offeror shall identify the portions of the contract that will be subcontracted to DMBE-certified small business in this section. Points will be assigned based on each Offeror s proposed subcontracting expenditures with DMBE certified small businesses for the initial contract period as indicated in Section B in relation to the Offeror s total price. Section A If your firm is certified by the Department of Minority Business Enterprise (DMBE), are you certified as a (check only one below): Certification number: Small Business Small and Women-owned Business Small and Minority-owned Business Certification Date: Page 21 of 33

22 Section B 720C MRB (Security Assessment) Populate the table below to show your firm's plans for utilization of DMBE-certified small businesses in the performance of this contract. This shall not exclude DMBE-certified women-owned and minorityowned businesses when they have received the DMBE small business certification. Include plans to utilize small businesses as part of joint ventures, partnerships, subcontractors, suppliers, etc. B. Plans for Utilization of DMBE-Certified Small Businesses for this Procurement Small Business Name & Address DMBE Certificate # Status if Small Business is also: Women (W), Minority (M) Contact Person, Telephone & Type of Goods and/or Services Planned Involvement During Initial Period of the Contract Planned Contract Dollars During Initial Period of the Contract Totals $ IMPORTANT: THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR RESPONSE. Page 22 of 33

23 ATTACHMENT 2 CONTRACTOR DATA SHEET 720C MRB (Security Assessment) 1. QUALIFICATIONS OF OFFEROR: The Offeror must have the capability and capacity in all respects in order to fully satisfy all of the contractual requirements. 2. YEARS IN BUSINESS: Indicate the length of time you have been in business providing this type of service: years months. 3. REFERENCES: Offerors shall provide a list of at least four recent references where similar goods and/or services have been provided. Each reference shall include the name of the organization, the complete mailing address, the name of the contact person and telephone number. ORGANIZATION ADDRESS CONTACT PERSON TELEPHONE a.) b.) c.) d.) 4. Offeror name, phone number and State and date of incorporation. If not a corporation, state the type of business organization, names and addresses of owners, address and phone number of principal place of business, date business began and State in which organized: 5. Are you a subsidiary firm: YES NO If yes, list the name and location of your parent affiliation: 6. Name and title of firm's official to who further communication should be directed: I certify the accuracy of this information. Signed: Title: IMPORTANT: THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR RESPONSE Page 23 of 33

24 ATTACHMENT 3 State Corporation Commission Form Virginia State Corporation Commission (SCC) registration information. The Offeror: 720C MRB (Security Assessment) Is a corporation or other business entity with the following SCC identification number: -OR- Is not a corporation, limited liability company, limited partnership, registered limited liability partnership, or business trust -OR- Is an out-of-state business entity that does not regularly and continuously maintain as part of its ordinary and customary business any employees, agents, offices, facilities, or inventories in Virginia (not counting any employees or agents in Virginia who merely solicit orders that require acceptance outside Virginia before they become contracts, and not counting any incidental presence of the Offeror in Virginia that is needed in order to assemble, maintain, and repair goods in accordance with the contracts by which such goods were sold and shipped into Virginia from Offeror s out-ofstate location) -OR- Is an out-of-state business entity that is including with this proposal an opinion of legal counsel which accurately and completely discloses the undersigned Offeror s current contacts with Virginia and describes why those contacts do not constitute the transaction of business in Virginia within the meaning of or other similar provisions in Titles 13.1 or 50 of the Code of Virginia. **NOTE** >> Check the box at the end of this paragraph if you have not completed any of the foregoing options but currently have pending before the SCC an application for authority to transact business in the Commonwealth of Virginia and wish to be considered for a waiver to allow you to submit the SCC identification number after the due date for proposals (the Commonwealth reserves the right to determine in its sole discretion whether to allow such waiver): IMPORTANT: THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR RESPONSE. Page 24 of 33

25 ATTACHMENT 4 EXCEPTIONS TO RFP 720C MRB (Security Assessment) Unless stated in this portion of the proposal, all Offerors will be considered to have accepted all the Terms and Conditions of this RFP and any amendments as issued without exception. In addition, Offerors should note below any relevant additional services not previously covered in the RFP document that they would like included. Please be detailed in your response. Name of Firm/Offeror: Signature: IMPORTANT: THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR RESPONSE. Page 25 of 33

26 ATTACHMENT 5 720C MRB (Security Assessment) PROPRIETARY/CONFIDENTIAL INFORMATION IDENTIFICATION Trade secrets or proprietary information submitted by an Offeror shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, the Offeror must invoke the protections of F of the Code of Virginia, in writing, either before or at the time the data or other material is submitted. The written notice must specifically identify the data or materials to be protected including the section of the proposal in which it is contained, as well as the page numbers, and must state the reasons why protection is necessary. The proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures, or paragraphs that constitute trade secret or proprietary information. In addition, a summary of proprietary information submitted shall be submitted on this form. The classification of an entire proposal document, line item prices, and/or total proposal prices as proprietary or trade secrets is not acceptable. If, after being given reasonable time, the Offeror refuses to withdraw such a classification designation, the proposal will be rejected. Name of Firm/Offeror:, invokes the protections of F of the Code of Virginia for the following portions of my proposal submitted on (Date). Signature: Title: DATA/MATERIAL TO BE PROTECTED SECTION NO., & PAGE NO. REASON WHY PROTECTION IS NECESSARY IMPORTANT: THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR RESPONSE. Page 26 of 33

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